Consistent with Past Practice. Unless Seller and Purchaser otherwise agree in writing, all Tax Returns (including amendments thereto) described in Section 10.1 filed after the Closing Date for taxable periods ending on or before the Closing Date or Straddle Periods, in the absence of a controlling change in law or circumstances, shall be prepared on a basis consistent with the elections, accounting methods, conventions and principles of taxation used for the most recent taxable periods for which Tax Returns involving similar matters have been filed. Upon request of Purchaser, Seller shall make available a draft of such Tax Return (or relevant portions thereof) for review and comment by Purchaser. Subject to the provisions of this Agreement, all decisions relating to the preparation of Tax Returns shall be made in the sole discretion of the party responsible under this Agreement for such preparation.
Consistent with Past Practice. Unless otherwise agreed to by the Parties, and except to the extent otherwise required by applicable Tax Law, each Tax Return shall be prepared in a manner consistent with Past Practice.
Consistent with Past Practice. Except for any accounting method changes pursuant to applications that are approved by the IRS and reflected in Schedule 6.12 of the Merger Agreement and any accounting method elections and changes that may be effective as of the day after the Distribution Date and are applicable only to the Avalon Group (or otherwise have no adverse effect on the AWS Group, as determined by the AWS Group in its reasonable discretion), all Tax Returns described in Sections 2.2(a), (b), (c) and (d) filed after the date of this Agreement, in the absence of a controlling change in law or circumstance, shall be prepared on a basis consistent with the elections, accounting methods, conventions and principles of taxation used for the most recent taxable periods for which Tax Returns involving similar Tax Items have been filed. Subject to the provisions of this Agreement, all decisions relating to the preparation of Tax Returns shall be made in the sole discretion of the party responsible under this Agreement for such preparation.
Consistent with Past Practice. Except for any accounting method changes pursuant to applications that are approved by the IRS, all Tax Returns described in Section 2.2 filed after the date of this Agreement, in the absence of a controlling change in law or circumstance, shall be prepared on a basis consistent with the elections, accounting methods, conventions and principles of taxation used for the most recent taxable periods for which Tax Returns involving similar Tax Items have been filed. Subject to the provisions of this Agreement, all decisions relating to the preparation of Tax Returns shall be made in the sole discretion of the party responsible under this Agreement for such preparation.
Consistent with Past Practice. Unless otherwise agreed by the Parties, and except to the extent otherwise required by applicable Law, each Tax Return described in Section 3.1 shall be prepared in a manner consistent with Past Practice.
Consistent with Past Practice. Unless Lane and GBC otherwise agree in writing, all Tax Returns (including amendments thereto) described in this Section 3.01 filed after the date of this Agreement for Pre-Merger Taxable Periods or Straddle Periods, in the absence of a controlling change in law or circumstances, shall be prepared on a basis consistent with the elections, accounting methods, conventions and principles of taxation used for the most recent taxable periods for which Tax Returns involving similar matters have been filed. Notwithstanding the foregoing, the parties agree that GBC will elect to credit any foreign Taxes paid by any GBC Entity on any Combined Return filed after the date hereof; provided, however, that GBC may elect to expense foreign Taxes paid by any GBC Entity on a Combined Return filed after the date hereof if (i) GBC provides written notice to Lane of its intention to make such an election and (ii) Lane consents to such an election, which consent shall not be unreasonably withheld or delayed.
Consistent with Past Practice. All Tax Returns described in Section 2.2 hereof filed after the date of this Agreement, in the absence of a controlling change in law or circumstances, shall be prepared on a basis consistent with the elections, accounting methods, conventions and principles of taxation used for the most recent taxable periods for which Tax Returns involving similar Tax Items have been filed and in a manner that does not unreasonably accelerate deductions or defer income between Tax Indemnification Periods and Post-Tax Indemnification Periods to the extent that a failure to do so would result in an increase in Tax payable by, or a reduction in Tax attributes of, a member of the Company Group in a Post-Tax Indemnification Period. Subject to the provisions of this Agreement, all decisions relating to the preparation of Tax Returns shall be made in the sole discretion of the party responsible under this Agreement for such preparation.
Consistent with Past Practice. It is understood by the parties that the scope of Services to be provided by Seller will be substantially consistent with historical practice to operate the Purchased Assets, and that the Seller will not provide Services in excess of such scope except as mutually agreed to in writing by the Seller and the Buyer.
Consistent with Past Practice. REVIEW BY NON-RESPONSIBLE PARTY. Unless Ambassadors and Education otherwise agree in writing, all Tax Returns (including amendments thereto) described in this Section 2.1 filed after the date of this Agreement, in the absence of a controlling change in law or circumstances, shall be prepared on a basis consistent with the elections, accounting methods, conventions and principles of taxation used for the most recent taxable periods for which Tax Returns involving similar matters have been filed. Upon the request of the non-responsible party, the party responsible under this Section 2.1 for preparation of a particular Tax Return shall make available a draft of such Tax Return (or relevant portions thereof) for review and comment by such non-responsible party. Subject to the provisions of this Agreement, all decisions relating to the preparation of Tax Returns shall be made in the sole discretion of the party responsible under this Agreement for such preparation.
Consistent with Past Practice. Unless Rockwell and Automotive otherwise agree in writing, all Tax Returns (including amendments thereto) described in this Section 2.01 filed after the date of this Agreement, in the absence of a controlling change in law or circumstances, shall be prepared on a basis consistent with the elections, accounting methods, conventions and principles of taxation used for the most recent taxable periods for which Tax Returns involving similar matters have been filed. Subject to the provisions of this Agreement, all decisions relating to the preparation of Tax Returns shall be made in the sole discretion of the party responsible under this Agreement for such preparation.
